mandhana retail ventures ltd Auditors report

To the Members of

HEADS UP VENTURES LIMITED

(Formerly known as THE MANDHANA RETAIL VENTURES LIMITED)

Report on the Audit of the Financial Statements Disclaimer of Opinion

We were engaged to audit the accompanying financial statements of Heads UP Ventures Limited formerly known as The Mandhana Retail Ventures Limited ("the Company"), which comprise the balance sheet as at 31March 2023 and the statement of profit and loss (including other comprehensive income), statement of changes in equity and statement of cash flows for the year then ended and notes to the financial statements, including a summary of the significant accounting policies and other explanatory information.

We do not express an opinion on the accompanying financial statements of the Company. In view of the significance of the matter described in the "Basis for Disclaimer of Opinion" section of our report, we have not been able to obtain sufficient appropriate audit evidence regarding whether the use of going concern assumption is appropriate or not. Therefore, we are unable to conclude as to whether the aforesaid financial statements are presented in accordance with the applicable accounting standards and other recognized accounting practices and policies.

Basis for Disclaimer of Opinion

We draw attention to Note No. 37 of the standalone financial statements regarding preparation of the financial statements on going concern basis. Although, the company has registered a new brand "HUP" under its name, developed wide range of sample merchandises and recent launch of commercial brand but results of these plans are yet to be materialized. Hence, there still exists uncertainty regarding the future prospects of the business and the companys ability to continue as going concern. The Management and the Board of Directors believes that the Company will be able to meet all its contractual obligations and liabilities as they fall due in near future and therefore these standalone financial statements are prepared based on going concern basis. As we are unable to obtain sufficient and appropriate audit evidence about future business transaction thereof, accordingly, we are unable to conclude whether the Company will be able to continue as a going concern and the consequential implications arising therefrom on the standalone financial statements of the Company.

Emphasis of Matter

We draw attention to Note No. 38 of the standalone financial statements regarding recoverability of security deposits of Rs.8.88 Cr given to directors/promoters against their office premises taken on rent by the company for its business purposes, which became recoverable from director/promoter since company has decided not to occupy the premises going forward during the year considering the complete downsize in business operations. The company is in the process of recovering these security deposits from director/promoters.

Information Other than the Standalone financial statements and Auditors Report thereon

The Companys Board of Directors is responsible for other information. Other information comprises the information included in the Annual Report, but does not include the Standalone financial statements and our auditors report thereon.

Our opinion on the Standalone financial statements does not cover other information and we do not express any form of assurance, conclusion thereon.

In connection with our audit of the Standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information obtained prior to the date of this auditors report, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Companys Board of Directors are responsible for the matters stated in section 134(5) of the Companies Act, 2013 (Act) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and

maintenance of adequate internal financial controls that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Management and Board of Directors are responsible for assessing the Companys ability to continue as a going concern, disclosing,as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeingthe Companys financial reporting process.

Auditors Responsibilities for the Audit of the Financial Statements

Our responsibility is to conduct an audit of the Companys financial statements in accordance with Standards on Auditing and to issue an auditors report. However, because of the matter described in the Basis for Disclaimer of Opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

We are independent of the Company in accordance with the Code of Ethics and provisions of the Act that are relevant to our audit of the financial statements in India under the Act, and we have fulfilled our other ethical responsibilities in accordance with the Code of Ethics and the requirements under the Act.

Report on Other Legal and Regulatory Requirements

(i) As required by the Companies (Auditors Report) Order,2020 ("the Order") issued by the Central Government i n terms of section 143 (11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs of the Order, to the extent applicable.

(ii) (A) As required by section 143(3) of the Act, read with the paragraph related to Basis for Disclaimer of Opinion, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge aid belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The balance sheet, the statement of profit and loss (including other comprehensive income), the statement of changes in equity and the statement of cash flows dealt with by this Report are in agreement with the books of account.

d) Due to the possible effects of the matter described in the Basis of Disclaimer Opinion paragraph, we are unable to state whether the aforesaid financial statements comply with the accounting standards specified under section 133 of the Act.

e) The matter described in Basis for Disclaimer of Opinion paragraph could have an adverse effect onthe functioning on the Company.

f) On the basis of the written representations received from the directors as on 31 March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of section 164(2) of the Act.

g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B.

(B) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies

(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

a) The Company has disclosed the impact of pending litigations on its financial position in its financial statements as at 31 March 2023. Refer Note 34 to the financial statements.

b) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

d) (i) The management has represented that, to the best of its knowledge and belief, no funds have been advanced

or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("intermediaries"), with the understanding, whether recorded in writing or otherwise, that the intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the company or

• provide any guarantee, security or the like to or on behalf or Ultimate Beneficiaries;

(ii) The management has represented that, to the best of its knowledge and belief, no funds have been received by the company from any person or entities, including foreign entities ("Funding parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall:

• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Party or

• provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and

• Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (d)(i) and (d)(ii) contain any material misstatement; and

e) During the year company has not declared any dividend in compliance to section 123 of the Act.

f) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

(C) With respect to the matter to be included in the Auditors Report under section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current yearis in accordance with the provisions of section 197of the Act. The remuneration paid to any director isnot in excess of the limit laid down under section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under section 197(16) of the Act which are required to be commented upon by us.

	For Ram Agarwal & Associates
	Chartered Accountants
	Firm Registration Number. 140954W
	Rammahesh Agarwal
	Partner
Place : Mumbai	Membership Number. 110146
Date : 25-05-2023	UDIN: 23110146BGZEJJ2009

ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT ON THE FINANCIAL STATEMENTS OF THE HEADS UP VENTURES LIMITED FOR THE YEAR ENDED 31 MARCH 2023

With reference to the Annexure A referred to in the Independent Auditors Report to the members of the Company on the financial statements for the year ended 31 March 2023, we report the following:

(Referred to in paragraph (i) under Report on Other Legal and Regulatory Requirements section of our report of even date)

(i) In respect of Property, Plant and Equipment:

(a) (A) According to the information and explanation given to us, the Company is in the process of maintenance of proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

(B) The Company has maintained proper records showing full particulars of intangibles assets.

(b) As explained to us, The Company has a regular programme of physical verification of its Property, Plant and Equipment and verified regularly at reasonable intervals. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In our opinion and according to information and explanations given to us, no material discrepancies were noticed upon such verification during the year.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, The Company does not have any immovable property as on 31^st March,2023 and hence, clause 3 (i) (c) of the Order is not applicable to the Company.

(d) The Company has not revalued its Property, Plant and Equipment (including Right of use assets) or intangible assets during the year ended March 31, 2023.

(e) There are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

(ii) In Respect of Inventory

(a) The inventory, except goods-in-transit and stocks lying with third parties, has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable and procedures and coverage as followed by management were appropriate. No discrepancies were noticed on verification between the physical stocks and the book records that were more than 10% in the aggregate of each class of inventories.

(b) The Company has availed overdraft facility from the ICICI bank for working capital during year on the basis of security of fixed deposits. However, there is no requirement to submit any quarterly statements to the bank.

(iii) During the year the Company has not made investments or has not provided loans or advances in the nature of loans, or stood guarantee, or provided security to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii) (a) to (f) of the Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 186 of the Act in respect of Loans given. The Company has not made any Investments, nor given guarantee or security as covered by the provisions of sections 185 and 186 of the Act.

(v) The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of sections 73 to 76 of the Companies Act and the rules made thereunder, to the extent applicable. Accordingly, the requirement to report on clause 3(v) of the Order is not applicable to the Company.

(vi) The Central Government has not specified the maintenance of cost accounting records under section 148(1) of the Act, for the product/services of the Company. Accordingly, the requirement to report on clause 3(vi) of the Order is not applicable to the Company.

(vii) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including goods and

services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues applicable to it. According to the information and explanations given to us and based on audit procedures performed by us, no undisputed amounts payable in respect of these statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company dues of goods and services tax, provident fund, employees state insurance, income tax, sales-tax, service tax, customs duty, excise duty, value added tax, cess, goods and services tax and other statutory dues which have not been deposited on account of any dispute as under:

Name of Statute	Nature of Dues	Amount In Rs Lakhs**	Period to which amount relates	Forum Where Dispute is Pending
Value Added Tax Act	Non submission of Form F	6.02	F.Y. 2016-17	Deputy Commissioner of Sales Tax/Joint Commissioner of Sales Tax/Tribunal
Central Goods and Services Tax Act, 2017 and State Goods and Services Tax Act, 2017	Excess availment of ITC	66.11	F.Y. 2017-18	Office of the commissioner CGST & Cx Appeal III - Mumbai
Central Goods and Services Tax Act, 2017 and State Goods and Services Tax Act, 2017	Excess availment of ITC	108.59	F.Y. 2018-19	Office of the commissioner CGST & Cx Appeal III - Mumbai
Central Goods and Services Tax Act, 2017 and State Goods and Services Tax Act, 2017	Excess availment of ITC	68.57	F.Y. 2018-19	Additional Joint Commissioner of CGST & C.Ex
Income Tax Act, 1961	ICD taken considered unexplained cash credit	200.58	A.Y. 2018-19	Commissioner of Income tax - Appeal
Central Goods and Services Tax Act, 2017 and State Goods and Services Tax Act, 2017	Disallowance of TRANS 1 credit	67.86	F.Y. 2017-18	Second Appeal - (GST Tribunal)
- Employee State Insurance Act	Unclaimed wages and Short Payment of Wages	0.94	F.Y. 2017-18	Appellate Authority - Mumbai.

** The aforesaid amount is after considering pre-deposit amount of Rs.20.13 Lakhs and refund if any.

(viii) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

(ix) (a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.

(b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(c) The Company did not have any term loans outstanding during the year hence, the requirement to report on clause (ix)(c) of the Order is not applicable to the Company.

(d) The Company did not raise any funds during the year hence, the requirement to report on clause (ix)(d) of the Order is not applicable to the Company.

(e) The Company does not have any subsidiary, associate or joint venture. Accordingly, the requirement to report on clause 3(ix)(e) of the Order is not applicable to the Company.

(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies. Hence, the requirement to report on clause (ix)(f) of the Order is not applicable to the Company.

(x) (a) The Company has not raised any money during the year by way of initial public offer / further public offer (including debt instruments) hence, the requirement to report on clause 3(x)(a) of the Order is not applicable to the Company.

(b) The Company has not made any preferential allotment or private placement of shares /fully or partially or optionally convertible debentures during the year under audit and hence, the requirement to report on clause 3(x)(b) of the Order is not applicable to the Company.

(xi) (a) No fraud/ material fraud by the Company or no fraud / material fraud on the Company has been noticed or reported during the year.

(b) During the year, no report under sub-section (12) of section 143 of the Companies Act, 2013 has been filed by [cost auditor/ secretarial auditor or by us] in Form ADT - 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year.

(xii) (a) The Company is not a Nidhi Company as per the provisions of the Companies Act, 2013. Therefore, the requirement to report on clause 3(xii)(a),(b) and (c) of the Order is not applicable to the Company.

(xiii) Transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) (a) The Company has an internal audit system commensurate with the size and nature of its business.

(b) We have considered the internal audit reports of the company issued till date for the period under audit.

(xv) The Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence requirement to report on clause 3(xv) of the Order is not applicable to the Company.

(xvi) (a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company.

Accordingly, the requirement to report on clause (xvi)(a) of the Order is not applicable to the Company.

(xvi) (b) The Company has not conducted any Non-Banking Financial or Housing Finance activities without obtained a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934.

(xvi) (c) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi)(c) of the Order is not applicable to the Company.

(xvi) (d) There are no other Companies part of the Group, hence, the requirement to report on clause 3(xvi)(d) of the Order is not applicable to the Company.

(xvii) The Company has [incurred/not incurred] cash losses amounting to Rs. 971.09 Lakhs [taking into consideration the impact of main audit report qualification] in the current year and amounting to Rs.531.91 Lakhs [taking into consideration the impact of main audit report qualification] in the immediately preceding financial year respectively.

(xviii) There has been no resignation of the statutory auditors during the year and accordingly requirement to report on Clause 3(xviii) of the Order is not applicable to the Company.

(xix) On the basis of the financial ratios disclosed in note no. 36 to the financial statements, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) (a) In respect of other than ongoing projects, there are no unspent amounts that are required to be transferred to a fund specified in Schedule VII of the Companies Act (the Act), in compliance with second proviso to sub section 5 of section 135 of the Act. This matter has been disclosed in note no. 33 the financial statements.

(xx) (b) There are no unspent amounts in respect of ongoing projects that are required to be transferred to a special account in compliance of provision of sub section (6) of section 135 of Companies Act. This matter has been disclosed in note No.33 to the financial statements.

	For Ram Agarwal & Associates
	Chartered Accountants
	Firm Registration Number. 140954W
	Rammahesh Agarwal
	Partner
Place : Mumbai	Membership Number. 110146
Date : 25-05-2023	UDIN: 23110146BGZEJJ2009

ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT ON THE FINANCIAL STATEMENTS OF HEADS UP VENTURES LIMITED FOR THE YEAR ENDED 31 MARCH 2023

Report on the internal financial controls with reference to the aforesaid financial statements under Clause (i) of sub-section 3 of section 143 of the Companies Act, 2013

(Referred to in paragraph (ii)(A)(g) under Report on Other Legal and Regulatory Requirements section of our report of even date)

We have audited the internal financial controls with reference to financial statements of Heads UP Ventures Limited formerly known as The Mandhana Retail Ventures Limited ("the Company") as of 31 March 2023 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management and the Board of Directorsare responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act,2013 (hereinafter referred to as "the Act").

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to financial statements.

Meaning of Internal Financial controls with Reference financial Statements

A companys internal financial controls with references financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have material effect on the financial statements.

Inherent Limitations of Internal Financial controls with Reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes inconditions, or that the degree of compliance with the policies or procedures may deteriorate. Further, considering the Disclaimer of Opinion in main audit report and the inherent limitations of internal financial controls with reference to financial statements, there are limitations in consideration of such controls operating as at the balance sheet date for the future operations of the Company.

Opinion

In our opinion, the Company has, in all material respects, adequate internal financial controls systems over financial reporting. Based on selective verification of risk control matrixes, data made available to us digitally, such internal financial control over financial reporting were operating effectively as at March 31, 2023. Based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the "Guidance Note").

	For Ram Agarwal & Associates
	Chartered Accountants
	Firm Registration Number. 140954W
	Rammahesh Agarwal
	Partner
Place : Mumbai	Membership Number. 110146
Date : 25-05-2023	UDIN: 23110146BGZEJJ2009

STATEMENT ON IMPACT OF AUDIT QUALIFICATIONS (FOR AUDIT REPORT WITH MODIFIED OPINION) SUBMITTED ALONG-WITH ANNUAL AUDITED FINANCIAL RESULTS

Statement on Impact of Audit Qualifications for the Financial Year ended 31^st March, 2023 [See Regulation 33 / 52 of the SEBI (LODR) (Amendment) Regulations, 2016]

Sr. Particulars No.	Audited Figures (as reported before adjusting for qualifications) (Rs in Lakh)	Adjusted Figures (audited figures after adjusting for qualifications) (Rs in Lakh)
1. Turnover / Total income	151.07	151.07
2. Total Expenditure	1126.05	1126.05
3. Net Profit/(Loss)	(974.99)	(974.99)
4. Earnings Per Share	(4.37)	(4.37)
5. Total Assets	2149.62	2149.62
6. Total Liabilities	2149.62	2149.62
7.Net Worth	1815.68	1815.68
8. Any other financial item(s) (as felt appropriate by the management)	-	-

Note: Figures in brackets represent negative number.

II Audit Qualification (each audit qualification separately):

a) Basis for Disclaimer of Opinion of Audit Qualification:

Extract of Disclaimer of Opinion:

We draw attention to Note No. 3 of the standalone financial statements regarding preparation of the financial statements on going concern basis. Although, a company has registered a new brand "HUP" under its name, developed wide range of sample merchandises and is in the process of commercial launch of the brand but these plans are yet to be materialized. Hence, there still exists uncertainty regarding the future prospects of the business and the companys ability to continue as going concern. The Management and the Board of Directors believes that the Company will be able to meet all its contractual obligations and liabilities as they fall due in near future and therefore these standalone financial statements are prepared based on going concern basis. As we are unable to obtain sufficient and appropriate audit evidence about future business transaction thereof. Accordingly, we are unable to conclude whether the Company will be able to continue as a going concern and the consequential implications arising therefrom on the standalone financial statements of the Company.

Extract of Emphasis of Matter:

We draw attention to Note No. 4 of the standalone financial statements regarding recoverability of security deposits of Rs.8.88 Cr given to directors/ promoters against their office premises taken on rent by the company for its business purposes, which became recoverable from director/promoter since company has decided not occupy the premises going forward during the year considering the complete downsize in business operations. The company is in the process of recovering these security deposits from director/promoters.

b) Type of Audit Qualification: Qualified Opinion / Disclaimer of Opinion / Adverse Opinion

c) Frequency of qualification: Whether appeared first time / repetitive / since how long continuing

d) For Audit Qualification(s) where the impact is quantified by the auditor, Managements Views:

N.A.

e) For Audit Qualification(s) where the impact is not quantified by the auditor:

(i) Managements clarifications/revert on the impact of audit qualification:

Extract of Note from the Management:

The Companys license arrangement with Being Human - The Salman Khan Foundation (the Foundation), which was the core asset of the Company, which has been terminated in the financial year 2019-20. The Company has revisited its business strategy to address these uncertainty caused due to change in business model.

Due to discontinuation of the license agreement with the Foundation, the Company had resumed business development activities in line with its proposed business plans prepared by the management and board of directors of the company. However, uncertainties still do exist considering current market scenario and development of new brand without brand Ambassador, regarding Companys ability to continue as a going concern The Management, however, is reasonably confident of reviving Companys business given its reworked strategy of launching new brand.

On 6^th June, 2022 the company has acquired brand "HUP" and "Device of Turtle" by Deed of perpetual assignment from Mr. Manish Mandhana and developed its new range of products and made some progress in

that direction. After commercial launch of the products and based on future business operations of the Company has certainty, that future cash flows and projected growth plans are critically dependent upon the materialization of viability of this event.

The Management and Board of directors has not shown any intention to liquidate the Company and in fact from the financial year starting from April - 2023 Company has started selling the inventories designed and manufactured. Accordingly, the financial results continue to be prepared on going concern basis which contemplates realization of assets and settlement of liabilities in the normal course of business and continuation of operations of the company under the brand.

Extract of the Management Revert on Emphasis Matter:

The company had given security deposit of Rs 888.55 Lakhs to Directors in the year 2012 (refer note no 8 in the financial statements) for use of the premises situated at "Peninsula Centre" Dr. S.S. Rao Road, Off. Dr Ambedkar Road, Parel, Mumbai 400012. The break-up of security deposit is as under;

Sr. No Name of the Key Management Personnel	Amounts (Rs In Lakhs)
1 Manish Mandhana - Promoter	437.50
2 Priyavrat Mandhana - Director	451.05
TOTAL	888.55

In Mar - 23 due to stress in liquidity and working capital, management of company has decided that there is no need of such premises considering current business operations and future business plans, hence company has not occupied the premises during the year. Now these securities deposits given to them became receivable. With regards to same the company has made communication with respective director/promoters against which positive confirmation is received from them confirming payment before 30^th Sep, 2023.

(ii) If management is unable to estimate the impact, reasons for the same: N.A.

(iii) Auditors Comments on (i) or (ii) above: N.A.

III. Signatories:

• Sangeeta Mandhana (Managing Director)

• Vishal Parikh (Chief Financial Officer)

• Audit Committee Chairman

• Rammahesh Agarwal

Partner M/s. Ram Agarwal & Associates,

Statutory Auditor

UDIN: 23110146BG2EJG2590

Place : Mumbai

Date : 25 May, 2023